The Valentine's Day Alternative
by ALC1
Summary: Penny's Valentine's Day is ruined when her boyfriend isn't exactly who she thought he was. Lenny story!
1. Chapter 1

Chapter 1

Leonard trudged up the green carpeted stairs, sighing to no one in particular. The strap from his messenger bag dug into his shoulder and he adjusted it. He finally reached the fourth floor, noting the climb had aggravated the asthma issues he'd been dealing with all day. The keys jangled together as he dug them out of his pocket and he let himself into apartment 4A. He shut the door quietly behind him and threw the keys into the bowl on the end table. They clattered together as they hit the ceramic container.

He sighed softly again and sat the messenger bag down carefully on the sofa. It was Valentine's Day and he was alone. Sheldon was working late and wouldn't be home for some time. His lungs wheezed lightly and he took a puff of Albuterol, trying to alleviate the irritating tickle. He coughed twice and sat down on the couch.

He thought of his neighbor across the hall and wondered if she had plans for the night. He smiled when he thought of her. Of all the women he'd known, none could hold a candle to Penny. She was beautiful and vivacious- she was fun and bubbly and he loved everything about her. He admittedly didn't know much- she'd only moved into the building a few months ago, but he desperately wanted to know her better. Could it be possible she was free tonight?

_No chance, Hofstadter. She's probably not even home. _ He shot the idea down before he'd truly even entertained it. A wistful look appeared on his face. _You could try- it wouldn't hurt to try, after all. The worst she could say is no. _Leonard sat and thought about it for a moment, trying to decide if the positives outweighed the negatives. He made up his mind and walked across the hall, nervously rubbing his slightly sweaty palms on his jeans.

Penny looked in the mirror, carefully applying the finishing touches to her makeup. She glanced up and gave herself the once-over. It was Valentine's Day and Mike was taking her somewhere nice- she was looking forward to the evening and had purchased a new dress just for the occasion. It was deep red, body hugging, and dipped low in the front, showing more than a little cleavage, while also making the most of her derriere. She felt confident, sexy, and happy in it. Soft curls framed her face, and muted eye shadow helped her bright red lipstick stand out. She snapped the compact shut and stepped into her heels. Mike was going to be impressed.

She walked into the living room and sat down nervously, waiting for a knock at the door. Their reservation was for 6:30, but he was supposed to pick her up early so they could have a few drinks. Penny flipped through the TV channels, noting that nothing much was on. She settled on a talk show and waited.

As she sat on the couch, she contemplated her relationship with Mike. Though they had only dated a few months, Penny was happy- happier than she'd ever been with Kurt, thank you very much. Mike was fun- he was tall, handsome, he had a killer body, and a great sense of humor. Although they hadn't discussed anything, she felt that he might move in with her soon. Her heart skipped a beat at the thought. She had definitely fallen for him and couldn't remember the last time she'd wanted desperately to tell someone that she loved them. She grinned with giddy nervousness, envisioning a perfect evening together.

A knock sounded on the door and she jumped up, happy and excited.

"Hey! You were almost late. I was getting worried!" she said, opening the door.

Leonard stood in front of her. "I am?" he asked.

She smiled. "Oh. Hey, Leonard. What's up?"

He stammered and blinked, distracted by the low-cut dress. Clearly she had plans. "I just um…I was wondering what you were doing tonight." He said quietly.

"I have a date with Mike," she grinned. "He's taking me somewhere fancy!"

"You look lovely," he said quietly and smiled. "I hope you have a good time."

"Thanks sweetie. He should be here soon."

As if on cue, Mike walked up the stairs, dressed in a suit coat and jacket. He nodded a greeting in Leonard's general direction and smiled when he saw Penny. Leonard shifted uncomfortably on his feet, looking first at Penny, then at Mike.

"Well," he started nervously, "it looks like he's here. Have a great time." He shot them a tight smile and walked back towards apartment 4A.

"Wait- Leonard?" she asked.

He whipped around. "Yes?"

"Did- did you need something?"

"Oh, it's uh…it's nothing. It can wait. You go. Have a good time." He walked back to his apartment. As the door closed, he heard Mike speak.

"Who was that guy?"

He closed the door with a click, blocking out the rest of the conversation. He sat down at the laptop. _Might just as well get some work done._

Penny smiled. "Mike, that's my neighbor…Leonard. Remember?"

"Oh…uh, right. So, you ready to go?" he asked her. He ran a finger across her cheek and over her jaw line, tracing her neck carefully, before running it lightly between her breasts.

She shivered and blushed lightly. "Hey now! Save that for later, mister."

He gave her a ready grin. "Don't act like you didn't like it. You know, we could just skip the meal and head back into your bedroom…"

She chuckled. "Let's go, Casanova."

They arrived at the restaurant and headed to the bar as they were an hour early for their dinner reservation. Penny made herself comfortable and ordered a glass of red wine. Mike got a beer and sat next to her.

They sat and talked a bit. Mike was, as usual, on his phone quite a bit, but Penny didn't think much of it. He was constantly taking calls and texting for work- it was just a part of his life. She downed another glass of wine as they chatted casually. The hour passed quickly and they were soon seated at their table.

The restaurant was packed with other couples- she was glad Mike had taken the time to make reservations. He excused himself to use the men's room, leaving her at the table alone. She took a sip of wine and picked up the menu. She looked over it, trying to choose an entrée that wouldn't pack on the pounds but would still taste good. She finally settled on the fish, and sat her menu down, looking around the restaurant.

Mike's phone buzzed and vibrated across the table. She picked it up quickly, trying to turn it off, but the text message popped up instead.

_Can't wait to see you too, babe. Reservations at 9:30, right? See you then! Xoxo _

Penny wrinkled her eyebrows. What the hell? Was it a wrong number? Was he dating someone else on the side? She sat and swallowed uneasily. What was happening?

The phone buzzed again. She picked it up and looked at the message.

A photo of a topless woman appeared with the text- _Just 4 you Mikey xoxo _

She felt something catch in her throat as she viewed the lewd photo. Her heart sank.

Mike appeared from the bathroom walking towards the table. Penny had his phone in her hand and he quickened his steps. He didn't need her to find out she wasn't the only one he was seeing at the moment. The look on her face told him it was too late.

"You uh…you missed a couple messages while you were away," she spoke in a whisper. She handed him the phone and stood up.

"Penny, wait," he started, glancing quickly at the screen. Shit. Jenna had sent another topless photo. 

"No," she said, biting her lip. "I'm going." She stood up, and headed for the front door.

"Penny," Mike said, following after her, "come on, come sit down and talk with me about this. It's not a big deal, really."

She stopped in her tracks, not bothering to turn around. "Well Mike, it's a big deal to me. I've gotta admit- you had me fooled. I had no idea there was anyone else so…" she paused and took a shaky breath. "So, I guess…good for you."

He reached a hand out for her shoulder, but she shrugged it off as soon as he touched her. "Come back inside- come have dinner with me. I do care about you, Penny. Don't just up and leave."

"So, were you seeing her the entire time you were seeing me? I mean, did you have sex with me, then run off to her for another round?"

_Actually, yes, but I'd never tell that to you. Why the hell didn't I take my phone with me to the men's room? _

She interrupted his thoughts by speaking again. "Tell me the truth."

"No, of course not, Penny. Just…just come back to the table. Please?"

"Mike," she trailed off, "I- I cared about you. I mean, I really thought that you loved me. I thought you were going to move in with me. I thought….I thought you might be the one."

He rolled his eyes and scoffed. "Look, that's not going to happen, Penny. I'm not that kind of guy. We have fun together- I like being with you- but I've not big on commitment. You're a sweet girl and I-"

"It would have been nice to know that before tonight," she said angrily.

"Penny, do we have a great time together?" he asked her sharply.

She nodded, tears welling in her eyes.

"Is the sex fulfilling?"

She looked at the ground, feeling humiliated.

"Is it?" he prodded.

She huffed. "Yes."

"Then why do you need anything more? Look, just come back and sit down. We can have dinner and then go over to your place for a little fun before I have to head out."

Her jaw dropped. She'd just confessed how much she cared for him and he was looking to buy her dinner and then score. She was a mixture of emotions- despair, anger, grief, revulsion, and embarrassment.

He stroked her shoulder lightly. "Come back to the table-"

"You know what," she interrupted, "just stop right there." She bit her lip and swallowed hard. "Thanks for letting me know where I stand." She walked out, biting the side of her cheek so he wouldn't see her cry. She wanted to leave with the tiny shred of dignity she felt she had left.

She walked out and headed down the sidewalk, feeling lost. She hailed a taxi and gave the driver her address. As the cab whizzed down the street, the tears flowed freely, ruining her makeup. The cabbie cleared his throat nervously, clearly uncomfortable, but she didn't care. Her heart had been broken.

**A/N: Hello readers and thank you for tuning in for the first of three installments in this Valentine's themed story. I hope that you enjoyed this first part. I'll be publishing chapter two tomorrow, and the final chapter the day after that, if I'm finished editing by then. Thank you in advance if you decide to take the time to write a review, favorite, or follow this story. Have a great day! **


	2. Chapter 2

Chapter 2

Leonard snapped his laptop shut and leaned back, checking the time. He stretched and yawned, wondering what he'd end up with for dinner. There were a few leftovers in the refrigerator and he supposed that would have to do. Going out with the throngs of couples everywhere, even for takeout, seemed like an awful idea.

He stood up and opened the door of the fridge, rummaging through the containers, trying to find the Thai food from earlier in the week. He grabbed the container and dumped it in a bowl, before looking down. Something didn't look quite right- it was too…watery and separated. He sniffed it experimentally, made a face, and dumped the contents into the trash; it was time for Plan B because that was definitely not edible. It had to have been in the fridge for weeks. Leonard scratched his arm and gave an exasperated sigh then grabbed his keys and headed back downstairs. He'd have to go pick something up, after all.

Upon reaching the second floor, he quite literally bumped into Penny. She'd been walking with her head down and was sniffling quietly. When she looked up at him, he was startled; he'd never seen her look so desperately unhappy. Her hair, which had been so carefully curled and styled, was windblown and frizzy from humidity. Mascara ran in little black lines down her cheeks and her face was red and blotchy from crying. The strap on her dress had fallen off her shoulder, and threatened to expose her breast.

"Penny, what happened?" He asked. "Are you okay? Where's Mike?"

Her lower lip quivered. "He- he's cheating on me. He got a text and I saw it and a girl with no top on sent him a picture." She hiccuped.

"He got a photo of a topless girl? While you were at dinner?" he asked, confused.

She nodded. "And I thought he was special and wanted to move in and…and I was just another girl in his harem. He'd sleep with me and then go see his other girlfriend. Do you know how humiliating that is?" She started sobbing, and sat down on the steps.

"Oh, Penny. I'm so sorry." He sat down next to her and wrapped an arm around her shoulder. While Leonard wasn't entirely sure what had happened, she needed someone right now, and that someone was going to have to be him. "It's okay. I'm here for you. Go ahead and cry."

They remained on the steps together for a few minutes and he sat quietly with her, stroking her arm in what he hoped was a comforting and supportive way until she'd calmed down some. He pulled a tissue out of his jacket pocket, unfolded it, and handed it over to her.

"Thanks, sweetie," she whispered.

"Okay, let's get you upstairs," he spoke kindly. "Come on." He took her hand and pulled her to her feet. As they ascended the stairs, he wrapped and arm around her waist and, she leaned on him, grateful for the support.

They reached the fourth floor and he headed towards her apartment.

"Keys?" he asked.

She grabbed her purse and dug through it, finally coming back up with the keys to the apartment. Leonard unlocked the door and walked her in. Penny kicked her heels off and flopped down on the couch.

"I feel like such a fool. Leonard, why are guys like this? I found one that I really liked- I thought he might even be the one…and he didn't even care about me. Do you know what he said to me after I found out?"

Leonard shook his head.

"He told me I should come back and have dinner with him, then go back to my apartment and we could sleep together before he had to leave for his next date."

He felt his mouth drop open. _Damn. _He tried to think of something to say, but just opened and closed his mouth a few times. _And she thought he might be the one? _He rubbed her arm and fixed her dress strap, gently patting her shoulder as he righted it.

"Any guy who wouldn't want you is the fool," he said, earnestly.

She stood up abruptly and walked back into her bedroom.

"Do you want me to leave?" he questioned.

"No. I just wanted to wash my face. Come back."

He walked into her bedroom and awkwardly sat down on the bed as she ran the water in the bathroom sink.

She shuddered when she saw herself. _Lord, I look awful. _ She quickly washed her face, removing what was left of her makeup. Her face was still puffy and red, but without the mascara running down her cheeks, she looked loads better. She took a spray bottle and spritzed her hair till it was damp, combed it straight and pulled it into a ponytail.

Penny walked out of the bathroom, looking and feeling better than before. Leonard smiled hopefully and she returned it with a tiny smile of her own.

"Thanks for listening to me, Leonard. You really are such a good guy. I'm lucky to have you as a neighbor."

He answered her honestly- "I'll always be here for you, Penny. You can count on me."

Penny wrapped him in a hug, squeezing him tight. "Thank you, sweetie. You're the best."

"Hey, do you want some time alone? I can leave if you don't want me hanging around."

"I like having you here, Leonard. Unless you're busy or have something you need to do?"

He cleared his throat, "No- no, I don't have any plans. Uh, how was your dinner?"

"I left before we ordered so it was non-existent."

"I haven't eaten yet, either. Do you want me to pick us up something? I was heading down to get takeout when I bumped into you."

"Okay but instead of going out, why don't you just have them bring it here, sweetie? Then you don't have to go out at all."

"Sure. I have menus over at my place. Do you want to come over? We can call and order in."

Twenty five minutes later, Penny was sitting on the boys' brown leather couch. Leonard walked down to the lobby to pick up and pay for their meals. She dug ravenously into the General Tso's chicken, no longer caring about fat or calories.

"Have you ever been dumped on a holiday, Leonard?" she asked.

"Uh, no. I can't say that I have."

"Well, don't let it happen. It's awful." She pulled at the dress, trying to cover some of her cleavage.

"Penny, you know, if you're feeling uncomfortable, you can go home and change. I don't mind."

"Can I just borrow something from you?" she asked hopefully.

He stammered. "Um, yeah, sure, whatever you want." He led her back to the bedroom. She grabbed a pair of shorts and a tee shirt.

"Can you turn around?" she asked, feeling a little shy.

"Oh, I'll leave. You can have the room to change in. Sorry."

She wrinkled her eyebrows. "Why are you apologizing, sweetie?"

He cleared his throat. "I…I don't know. For invading your privacy?"

"In _your_ room? Changing into _your_ clothing?"

"Um…yes?"

She laughed. "You're adorable."

He blushed and left the room.

Penny quickly changed into the borrowed clothing and joined Leonard back in the living room.

She picked up her dinner and ate it thoughtfully.

"You know, I've never had a great Valentine's Day. Not once. I mean, I've had dates, but they've always been disappointing. I don't know why I thought this one would be different. Stupid, huh?"

He chewed his food thoughtfully and raised his eyebrows. "Well, truth be told, I've only had the chance to take out one person for Valentine's Day."

"Was it nice?"

He shook his head. "No. It was not."

"Care to elaborate?"

He grinned and shook his head again. "No."

"Okay, then. I guess it's not what it's cracked up to be, then, huh? Valentine's Day, I mean."

"I suppose so. We shouldn't let it win, though. I mean, look at us. We can best this holiday, can't we?"

"Sweetie, I'm in a Green Lantern tee shirt and a pair of your shorts eating Chinese food out of a paper container. The holiday has won."

"Well, how about a do-over?" Leonard couldn't believe the words had come out of his mouth.

"What do you mean?" she questioned.

He stammered for a moment, collecting his racing thoughts. "Um, just what I said- we go out together tomorrow and re-do Valentine's Day. I'll take you someplace nice and we'll have a good time. That way, we'll each have one good memory to look back on when we think of it- instead of a horrible Valentine's Day, we'll remember our do-over instead."

She contemplated the idea for a moment while he sat nervously beside her. She felt drained and battered from the events of the evening, but after looking at Leonard's hopeful face, she made up her mind. After all, how bad could it be? He really was a sweet guy and he was clearly trying to do something nice for her.

"Sure, Leonard, I'll go with you. It sounds like fun."

"You-you will?" he asked, surprised.

She nodded. "Yep. Let's have a do-over."

He smiled widely. "Great. It's a date."

**A/N: Welcome back for Chapter 2, everyone! I do hope that you enjoyed it. Many thanks for the kind comments you've left so far. I'm feelin' the love! :) I'm hoping to post the final chapter sometime tomorrow evening. Enjoy readers! I truly do appreciate each and every one of you. **


	3. Chapter 3

Chapter 3

Penny looked through her closet, trying to find something appropriate to wear for her date with Leonard. The red dress from last night was definitely too much. She went through her things, finally settling on a black shift dress that was covered in a floral print. It was short enough to show off some leg, but classy enough that she wouldn't give Leonard a heart attack. She selected black ballet flats to match and added a silver necklace with a filigree pendant.

Penny grabbed her makeup bag and walked over to the mirror. She smiled to herself as she thought about spending time with Leonard tonight. When she'd dated Mike, she wanted to look sexy when they went out, but for this date she wanted to look...well…she couldn't put her finger on it. Sweet? Plain? Pretty? Nothing seemed quite right. The idea came to her all of a sudden: the girl next door_. _It was perfect.

Carefully she applied neutral eye shadow that enhanced her eyes. She brushed on a little mascara, put on some light lip gloss, and snapped her compact shut. A little blush on her cheeks completed the look.

_Okay, what are you doing with your hair? Definitely not curls like last night. _She stared into the mirror for a few minutes before deciding on a simple low bun. Her hair was quickly twisted into place and held with a hair tie, bobby pins, and hairspray. The clock ticked softly on the wall as she checked the time. Leonard would be arriving any minute. Penny took a deep breath and walked into the kitchen. She was ready.

Across the hall, Leonard nervously adjusted his tie and put on his jacket. He splashed on a little aftershave, wincing as it burned his face. Maybe this hadn't been the best idea. After all, the entire night was riding on the fact that they were going to have a really fun time and create a happy memory. He let out a breath he didn't know he'd been holding in and walked out into the living area.

Sheldon sat on the couch, watching _Star Trek_. It was the _Balance of Terror_ episode they'd seen numerous times.

"You know," he commented, "if you loosened your tie, perhaps you wouldn't appear to be quite so sickly."

"Gee, thanks, Sheldon. Great tip." He pulled a little on the tie, trying to situate it properly.

"Why are you going out with Penny, anyway? You aren't dating."

He closed his eyes momentarily. "I am painfully aware that we are not dating. I felt bad for her yesterday; she was really devastated. I just wanted to do something nice for her."

Sheldon nodded noncommittally and focused back on the television.

Leonard walked into the kitchen and picked up the grocery store flower bouquet he'd purchased earlier for Penny. The roses had all been half price, but he didn't buy them for a few reasons. One, he didn't want to give Penny discounted flowers for their first date. Two, he wasn't sure what kind of message he'd be sending with roses and three, there was a cheery bright mixed bouquet that had loads more personality. The slightly wilted roses looked rather sad and dejected next to the brightly colored blooms.

"All right, I'm leaving. See you later."

"Bye," said Sheldon, not looking away from the TV.

He walked across the hallway and rapped lightly on Penny's door. "Be right there!" she called out from inside the apartment.

She stepped into her flats and quickly walked over to the door, swinging it open. Leonard stood in front of her, dressed in a blue suit, looking nervous. He held a bouquet of flowers in his hand and extended them out towards her.

"These are for you," he said apprehensively, proffering the bouquet.

"Aww, thank you, Leonard- they're beautiful. I love all the colors. Come on in so I can put these in water."

He entered the apartment, standing stiffly as she rummaged around, trying to find the vase she knew she had somewhere. She finally found it on top of the refrigerator, hiding beside a few empty wine bottles. It was dusty and neglected looking, which made her realize how long it had been since someone had given her flowers. Penny grabbed a paper towel and wiped it down before carefully filling it with water. She added the packet of flower food and set the vase down gingerly before moving back to the flowers. After a few minutes, she'd cut the bouquet free of the plastic wrapping, snipped off the bottom of the stems, and had arranged them nicely.

Leonard watched her with interest as she arranged the individual blooms. "How did you learn how to do that?" he asked.

She shrugged. "Oh, I think it was from 4-H…or Girl Scouts, or something like that. Just one of those horticulture things, I guess. You pick up stuff like that in Nebraska."

"You're really pretty good at it."

Penny eyed the arrangement carefully. "Yeah, I was always kind of good at stuff like this. I don't know why…I just have a knack for it."

Leonard nodded. "Much like Sheldon excels at saying wildly inappropriate things to everyone he meets."

She chuckled. "I guess so. Hopefully this isn't quite as off-putting."

"I don't know how it could be. I mean, you're not Sheldon, so right away you've got that going for you. Besides, how offensive can flowers be?"

Penny outright laughed at his comment. "Oh my gosh, in high school, my best friend got dumped on her birthday. Todd? Was that his name? Ted? I can't remember. Anyway, so we went to the store and bought all the peach carnations we could find. Then we got some chicken wire and foam, and made a bouquet shaped like a hand giving the finger. We waited till it was dark, put the flowers on the porch, and rang the bell. Tara and I ran and hid in the trees beside the house. His mom answered the door and her mouth dropped open when she saw the flowers. It was priceless." She sat down, giggling profusely.

"Wait- you really did that?"

She grinned and nodded. "Yep, we sure did. Oh, man…I'd forgotten about that."

Leonard laughed. "You were quite the gal back in Nebraska, eh?"

"I had my moments," she grinned. "Sorry…I just remembered that and…I don't know. It was pretty funny at the time."

He raised his eyebrows. "I still think Sheldon wins. Todd or Ted clearly deserved 'the bird' bouquet."

"Anway…" she trailed off. "What do you have planned for us? I'm guessing that you're not looking for me to regale you with tales from Nebraska all night."

His smiled widened. "Well, as great as that sounds, I thought we might start with dinner. Does that sound good? I was hoping to take you to that new Italian place in town."

She nodded. "Definitely- a meal sounds fabulous. I got so wrapped up in what I was doing earlier that I accidentally skipped lunch. I'm hungry!"

"Fantastic," he said, and gestured for her to lead the way.

When they reached his car, Leonard took the time to open the door for Penny and help her in. She looked up, surprised.

"Too much?" he asked sheepishly.

She shook her head, slightly. She felt her cheeks burn. "No. I just wasn't expecting it. Thanks, sweetie."

She settled in and he gently closed the door, walking around to the other side of the car.

Penny couldn't recall going on a date where a guy had opened the car door for her. It was nice- kind of old-fashioned, but it didn't seem minimizing or disparaging in any way. It just felt comfortable.

She spoke softly. "That was really nice. Thank you."

"Oh, uh, sure." He stammered. "Okay, are you ready?"

He skillfully maneuvered the car through the busy Pasadena streets, finally stopping outside of the new eatery. The car crunched on the loose gravel as he pulled into the parking lot.

They were shown to their table and Penny looked over the menu.

"Yikes, this place is pretty pricey, Leonard."

He shook his head. "No, no, it's okay. Order whatever you like. I told you I wanted to take you someplace nice and I meant it. Honestly."

Her stomach flipped a little, knowing his motivation for bringing her to this place was only to make her happy. Leonard was not the type of man to expect or demand any kind of "favors" in return for an evening out. She suddenly felt a little insecure because he really cared. She fidgeted nervously for a moment.

Leonard watched as Penny looked over the bill of fare. He'd already decided on ordering a steak, and he subtly observed her across the table. She was biting her lip as her eyes darted back and forth across the menu. He placed a hand on hers, which made her jump.

"Hey. I mean it. Don't even look at the prices, okay? Just order what sounds good."

The waiter approached, and Penny hurriedly tried to make a decision. Scanning the menu she decided to order the chicken piccata.

The waiter was young and affable- he took their orders quickly. Penny was relieved when Leonard ordered a steak that cost far more than her chicken. A bottle of red wine was added onto the bill in addition to their dinners, which was brought out immediately.

She took an experimental sip. Penny was no wine connoisseur, but this was definitely the best she'd ever had.

"This wine is amazing!" she whispered across the table.

Leonard drank a little and had to agree. When it came to wine, you definitely got what you paid for.

"How about a toast?" he asked.

"Sure."

He held up his glass. "To a better Valentine's Day!" he smiled.

"To the Valentine's Day alternative!" she quipped.

Their glasses clinked together, and they both looked pleased.

Their meals came out quickly, considering the crowd, and Penny savored each bite. The chicken was so tender it practically fell apart. The sauce was delicious and even the rice pilaf seemed special.

"That was so good," she sighed, full and happy. "Thank you so much, Leonard."

"Do you want dessert?" he asked.

She shook her head. "The meal is more than enough, thank you."

Leonard took care of the bill while Penny ducked into the ladies' room. She reapplied her lip gloss and gave her cheeks a touch up. He was waiting in the lobby for her when she came out- she smiled as he held out an arm to escort her back to the car.

"Oh Leonard," she smiled. "You're so adorable."

He wasn't sure if it was the wine talking or if she really meant it. Either way was fine by him. She seemed to be happy so far. He helped her back into the Saab, again opening and closing the door for her.

"So," she smiled, "now what?"

"Well," he began slowly, "I've got two ideas- you can pick which you like best. If you're up for a drive, I thought it might be nice to go out to Santa Monica. We could stroll on the pier, or the beach, if you prefer. I know it's a little chilly this time of the year, but I thought it would be memorable, nonetheless."

"Oh my goodness," she squealed. "I don't even need to hear what the other idea is! Yes, yes! Let's go do that! I've never been to the pier and I've always wanted to go."

An hour later, Leonard was parking the car in Santa Monica. The salty ocean air filled her lungs and she breathed in deeply. The breezes were cool and she shivered slightly. Leonard opened the trunk of the car and held out a brown jacket.

"It's Sheldon's" he said, apologetically. "You're going to want something, though, I promise you."

She shook her head up and down in acknowledgment. "It doesn't really match my dress, but…" she trailed off, shrugging.

They walked side by side, slowly taking in the sights around them. The pier was surprisingly empty and to Penny, it seemed like everything was open just for the two of them.

Pacific Park was open and they rode the carousel first. Because of the length of her dress, they sat on one of the benches for two instead of straddling the horses. In a few moments, the calliope music began and the old ride came to life. Penny closed her eyes and leaned against Leonard, perfectly content.

Leonard sat on the tiny bench next to Penny. The music hummed merrily and the carousel slowly rotated. To his astonishment, she'd relaxed next to him and rested her head on his shoulder. Her hair glowed softly in the lights and he thought that now, more than ever, she was completely and utterly perfect. He hoped the ride would never end, but all too soon the music slowed and the ride stopped. Penny's head lifted from his shoulder and he stood up first, offering a hand to help her.

"Okay," he said quietly, "what next?"

"Will you ride the Ferris wheel with me?" she whispered.

Penny shivered as they strolled over to the giant wheel. Something had changed during the carousel ride. She couldn't put her finger on it, but she wasn't looking at Leonard the same way anymore.

The ride operator opened the door to the car and they climbed in. She sat as close as she dared, and he wrapped his arm around her shoulders. The ride jerked into motion and slowly climbed halfway to the top before stopping.

The ocean crashed on the beach below them. It mingled with the smell of cotton candy, peanuts, popcorn, and the salty tang of sea water. The coastline was lit up with hundreds of lights from homes along the shore.

They were strangely quiet as they sat in the gondola. Penny's found herself holding Leonard's hand. He squeezed it gently and she could hardly stand it all- the beauty of the evening, Leonard's warm presence, the sights, sounds, and smells…it was all too perfect. She felt tears prick at the corners of her eyes.

He smiled kindly and handed her a tissue. "Everything okay?" he asked, squeezing her hand again.

"It's perfect," she smiled as a tear trickled down her cheek.

Leonard summoned every ounce of courage in his body, brushed the tear off her face with his thumb, cupped her cheek in his hand, and kissed her gently. Electricity sparked between the two of them as their lips touched. She wrapped an arm around his neck and pulled him in closer, savoring the feeling of his body pressed against hers. The Ferris wheel jerked back into motion, breaking the spell.

Leonard pulled away, horrified by what he'd done. "Oh Penny," he said quietly. "I'm so sorry. I shouldn't have-"

She shook her head insistently, interrupting him. "Don't," she said. "Don't be sorry. I'm not. I'm glad." Penny moved her arm so it was wrapped tightly around him and she nestled herself up against him as the ride continued. The gondola seemed to float through the sky and she sighed happily, feeling comfortably drowsy.

After disembarking, they walked hand in hand on the beach. Penny carried her flats in her hand, wiggling her toes in the damp sand. Small crabs darted around them, and she squealed when they got too close.

Leonard grinned at her antics and squeezed her hand tight. The night air was chilly and after walking for a half hour, it was apparent that Penny was getting uncomfortably cool in her short dress.

"Come on," he smiled. "I think I ought to get you home."

They arrived back at the car, which was still warm and comfortable. She sighed happily as she sat down into the seat. Leonard closed the car door as she buckled her seat belt. After walking around the car, he got in and started the vehicle.

"Leonard?" she asked.

"Mmhmm?" he asked, yawning quietly.

"Thank you. This is maybe the nicest, most romantic date I've ever been on. I'll never forget it."

He cleared his throat. "You're welcome. It was my pleasure."

The ride home was strangely quiet. Traffic was light, and they made it home in just over thirty five minutes. He parked the car and they walked up the green carpeted stairs, not speaking until they reached the fourth floor.

"Um, Penny," he started. "You don't have to say yes or anything, but…but would you like to go out again sometime? I mean, I know I'm not really your type, but-"

"Yes," she said, nodding her head.

"Yes?" he questioned, not believing he heard her correctly.

She chuckled. "Yes. I'm saying yes, Leonard. I'd love to date you."

"Oh…you're saying yes. Wow. Okay, how about this weekend?"

She nodded enthusiastically. "Sounds wonderful."

They reached her front door and he kissed her, pressing his warm lips against her soft mouth. His fingers gently teased the nape of her neck and she quivered slightly. They broke apart and stood awkwardly for a moment before Leonard spoke.

"Goodnight," he smiled.

"Goodnight, sweetie. I really did have a wonderful time. Thank you."

She shut the apartment door behind her, nearly falling over. The short, nerdy scientist across the hall had completely and utterly swept her off her feet. She shivered and pulled a blanket over herself. Never in a million years did she expect to fall for a physicist…but she had.

Leonard lay in his bed, happily recalling his time with Penny. A silly smile played on his lips. She wanted to date him. He lay back against the pillows, took off his glasses, and fell into a deep sleep. All was right with the world.

**A/N: Wishing you and yours a very Happy Valentine's Day. I hope that you enjoyed this little story. I tried making this chapter as ridiculously romantic as I dared. I very much so liked writing it, and I hope that you will find some sense of enjoyment in reading it. Your reviews have been wonderful and I thank you all so much for them. Lenny forever! :D **


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